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Corporate Governance – portrayed in the individual cultural and legal framework, from the standpoint of equity capital.

VIPsight is a dynamic photo archive, sorted by nations and dates, by and for those interested in CG from all over the world.

VIPsight offers, every month:
transparent and independent current information / comments / facts and figures on corporate governance locally and internationally,

  • written by local CG experts,
  • selected and structured by the Club of Florence,
  • financed by its initiator VIP and other sponsors with a background of “Equity and Advisory” interests.

VIPsight International

Article Index



Capital News


Commerzbank AG: ECB reduces capital requirements (SREP)

The European Central Bank (ECB) reduced the bank-specific capital requirements (Pillar 2 requirement) for Commerzbank by 0.25 percentage points to 2.0%, following the 2018 Supervisory Review and Evaluation Process (SREP).

The move is an indication for the progress the bank made in the improvement of its risk profile. At the same time, the German supervisory authority decided to keep the buffer for otherwise systemically important institutions (O-SII) at 1.0% for 2019, instead of raising it to 1.5% as has been originally indicated.

The pure Common Equity Tier 1 (CET 1) requirement for Commerzbank now stands at 10.11% for 2019. It consists of the Pillar 1 Minimum of 4.5%, the Pillar 2 requirement of 2.0%, the Capital Conservation Buffer of 2.5%, the buffer for otherwise systemically important institutions (OSII) of 1.0%, and the Countercyclical Capital Buffer of 0.11%. By the end of 2018, Commerzbank reported a CET1 ratio of 12.9%, while the banks´target CET1 to be achieved by the end of 2019 amounts to 12.75%.


VTG AG: Delisting!

The executive board of VTG has resolved to submit an application to withdraw the admission of VTG´s shares for trading in the regulated market of the Frankfurt Stock Exchange after an expected publication by its main shareholder Warwick Holding GmbH. Warwick owns 71 % of the outstanding shares of VTG. The two companies also entered into a delisting agreement. According to this agreement, Warwick has committed itself to support and secure a planned capital increase in an amount of EUR 290 million after the delisting becomes effective. The proceeds of this issue shall be used for refinancing purposes regarding outstanding hybrid bonds.

Furthermore, Warwick agreed to make a public tender offer for the outstanding VTG shares at the statutory minimum price of EUR 53. At the same time, Warwick made a commitment not to conclude a domination and/or profit and los transfer agreement until the conclusion of the AGM 2022, and that it will not seek a change in VTGs legal form until the conclusion of the AGM 2021.


Scout24 AG: …and here we go again!

Pulver BidCo GmbH made a public takeover offer for Scout24 at a price of EUR 46 per share in cash. The bidder is a holding company controlled by funds advised by Hellman & Friedman LLC and affiliates of The Blackstone Group L.P.

The offer implies an equity value of Scout24 of approximately EUR 4.9bn and represents a 24.4% premium on the 3-months-volume-weighted average share price of EUR 37.

The takeover is subject to a minimum acceptance threshold of 50% plus one share. Furthermore, the transaction is subject to a market MAC (no decline of the DAX by more than 25.5%) and the usual merger control clearance requirements. The CEO of Scout24, Tobias Hartmann, pointed out that Hellman & Friedman and Blackstone are known to Scout24 as long-term partners given their prior ownership and familiarity with the company.


DWS Group GmbH & Co. KGaA – Deutsche Bank in a nutshell

Structured as a private partnership, DWS Group GmbH & Co. KGaA went public in March 2018. Offering investors securities with limited governance rights, the so-called Kommanditaktien, at the issue price of 32.50 Euro. Since, the share price fell steadily to approximately 23 Euro at the beginning of February. A part of this development may be due to the fact that some investors only later discovered that they did not buy ordinary shares, but a securitized holding in a private partnership. The main reason for the problems, however, should be the disappointing business performance since the going public, cumulating in a net flow of asset under management in the fourth quarter of minus 7.0 bn EUR. Including other changes, asset und management even declined to 662 bn (Q3: 692 bn) EUR in the final quarter 2018.

This is not good news for investors. However, in its outlook the company stressed the successful cost efficiency initiatives, which have been accelerated and are expected to further reduce the cost base in 2019.

Sounds familiar? Right, this looks like Deutsche Bank in a nutshell. And by the way, the somewhat nicer Q1, Q2 and Q 3 news releases can be found on the investor relations website (https://dws.com/en-kr/Our-Profile/ir/ir-news/ir-releases/), but not the Q4 release, which is only available via the press section (https://dws.com/en-kr/Our-Profile/media/media-releases/). Didn´t help, though… What is more, in case you should be interested to take a closer look at who is supervising this company´s steering wheel, just click on the imprint at the bottom of the page….


Heidelberger Druckmaschinen AG: Chinese Partner intends to acquire a strategic Stake

On January 23rd, the management board of Heidelberger Druckmaschinen AG has signed an investment agreement with a strategic investor. According to Heidelberg, the Chinese company Masterwork Group Co., Ltd. Intends to acquire an 8.5 percent holding in Heidelberg via a cash capital increase.

The new shares shall be issued to Masterwork with an exclusion of shareholders´ subscription rights. Nonetheless, shareholders welcomed the move, since China´s largest manufacturer of die-cutters and hot-foil embossing machines is supposed to become a strategic anchor shareholder. The two companies already have a close manufacturing and sales partnership. Masterwork acquired Heidelbergs´s postpress packaging technologies in 2014 and is one of China´s leading postpress suppliers for packaging.